1. "Singapore" 2:46
* Tom Waits - vocals
* Michael Blair - percussion
* Stephen Arvizu Taylor Hodges - drums
* Larry Taylor - double bass
* Marc Ribot - guitar
* Chris Spedding - guitar
* Hollywood Paul Litteral - trumpet
2. "Clap Hands" 3:47
* Tom Waits - guitar, vocals
* Marc Ribot - guitar
* Stephen Taylor Arvizu Hodges - drums
* Tony Garnier - double bass
* Robert Previte - percussion, marimba
* Michael Blair - percussion, marimba
3. "Cemetery Polka" 1:51
* Tom Waits - Farfisa organ, vocals
* Larry Taylor - double bass
* Stephen Arvizu Taylor Hodges - parade drums
* Michael Blair - percussion
* William Shimmel - accordion
* Bob Funk - trombone
* Marc Ribot - guitar
4. "Jockey Full of Bourbon" 2:45
* Tom Waits - guitar, vocals
* Marc Ribot - guitar
* Stephen Arvizu Taylor Hodges - drums
* Larry Taylor - double bass
* Michael Blair - percussion, congas
* Ralph Carney - bass sax
5. "Tango Till They're Sore" 2:49
* Tom Waits - piano, vocals
* Bob Funk - trombone
* Greg Cohen - double bass
6. "Big Black Mariah" 2:44
* Tom Waits - guitar, vocals
* Stephen Arvizu Taylor Hodges - drums
* Larry Taylor - double bass
* Keith Richards - guitar
7. "Diamonds & Gold" 2:31
* Tom Waits - vocals
* Larry Taylor - bass
* Marc Ribot - guitar
* Robert Musso - banjo
* Michael Blair - percussion, marimba
8. "Hang Down Your Head" (Brennan/Waits) 2:32
* Tom Waits - guitar, pump organ, vocals
* Marc Ribot - guitar
* Larry Taylor - double bass
* Michael Blair - drums, percussion
9. "Time" 3:55
* Tom Waits - vocals, guitar
* Larry Taylor - double bass
* William Shimmel - accordion
10. "Rain Dogs" 2:56
* Tom Waits - guitar, vocals
* Larry Taylor - double bass
* Stephen Arvizu Taylor Hodges - drums
* Marc Ribot - lead guitar
* Bob Funk - trombone
* Michael Blair - marimba
* William Shimmel - accordion
11. "Midtown" [instrumental] 1:00
* The Uptown Horns: Arno Hecht - tenor, Hollywood Paul Litteral - trumpet, Crispin Cioe - sax, Bob Funk - trombone
* Ralph Carney - sax
* Larry Taylor - bass
* Stephen Arvizu Taylor Hodges - drums
12. "9th & Hennepin" 1:58
* Tom Waits - piano, vocals
* Ralph Carney - clarinet
* Greg Cohen - double bass
* Michael Blair - marimba, metal percussion, bowed saw
13. "Gun Street Girl" 4:37
* Tom Waits - banjo, vocals
* Greg Cohen - double bass
* Michael Blair - percussion
14. "Union Square" 2:24
* Tom Waits - vocals
* Michael Blair - drums
* Ralph Carney - bass sax
* Larry Taylor - bass
* Keith Richards - guitar
15. "Blind Love" 4:18
* Tom Waits - guitar, vocals
* Robert Quine - guitar
* Larry Taylor - double bass
* Stephen Arvizu Taylor Hodges - drums
* Ross Levinson - violins
* Keith Richards - guitar, backing vocals
16. "Walking Spanish" 3:05
* Tom Waits - guitar, vocals
* John Lurie - alto sax
* Larry Taylor - bass
* Stephen Arvizu Taylor Hodges - drums
17. "Downtown Train" 3:53
* Tom Waits - guitar, vocals
* G.E. Smith - guitar
* Mickey Curry - drums
* Tony Levin - bass
* Robert Quine - guitar
* Robert Kilgore - organ
* Michael Blair - percussion
18. "Bride of Rain Dog" [instrumental] 1:07
* Tom Waits - harmonium
* Ralph Carney - sax
* Michael Blair - drums
19. "Anywhere I Lay My Head" 2:48
* Tom Waits - vocals, pump organ
* Michael Blair - parade drum
* The Uptown Horns: Arno Hecht - tenor, Hollywood Paul Litteral - trumpet, Crispin Cioe - sax, Bob Funk - trombone
